September 8, 2004

Confirmation Agreement – Unit Contingent Energy and Unit Identified (RA) Products

When fully executed, this confirmation agreement (“Confirmation Agreement”) shall document the negotiated transaction (the “Transaction”) between ______________________ (“Seller”) and Pacific Gas & Electric Company (PG&E or “Buyer”), together the “Parties”, in which the Seller agrees to provide to PG&E the right to call on energy, capacity and/or ancillary services specified herein. This Transaction is governed by the [Western Systems Power Pool (“WSPP”) Agreement or Edison Electric Institute (“EEI”) Master Purchase & Sale Agreement], and any amendments entered into between the Parties effective ______________________ (“Master Agreement”). The definitions and provisions contained in the Master Agreement shall apply to this Confirmation Agreement; provided that, to the extent that this Confirmation Agreement is inconsistent with any provision of the Master Agreement, this Confirmation Agreement shall govern the rights and obligations of the Parties hereunder.

1. Seller: ___________________________________________________________

2. Spark Spread product:Unit(s): Specify ____________________________________________________A Unit(s) spark spread is defined as an energy call option from a specific generating unit(s) or a MW subset of a portfolio of units. All products are energy unless resource adequacy designation is selected.

3. Contract Quantity: ______ MW

4. Delivery Term: The start date for the Delivery Term can be as early as July 1, 2005, but no later than January 1, 2006. The end date can be no earlier than December 31, 2007, but no later than December 31, 2008.Start date: _________; End date: _________.

5. Operating Flexibility – Subject to operating constraints contained herein (check one):

[ ] (A) Day-ahead, in either 8, 16 or 24 hour blocks; same size for all hours called on in a day. Buyer can elect 0, 8, 16 or 24-hour dispatch for any given day, subject to the definitions below. “8 hours” is defined as Hour Ending (“HE”) 13-20; “16 hours” is defined as HE7-22. The 8-hour product can be called for delivery on Monday –Friday, excluding NERC holidays. The 16 and 24-hour products can be called for any day including NERC holidays.

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[ ] (A2) Day-ahead, in either 8, 16 or 24 hour blocks; same size for all hours called upon in a day . Buyer can elect any 0, 8, 16 or 24 consecutive hour dispatch on any given day.

[ ] (B) Day-ahead, and Buyer is able to select any combination of hours and hourly rates of delivery.

[ ] (C) Day-ahead, except that for any given day, Buyer’s call on energy must be for continuous hours and at a constant rate of delivery each hour,

[ ] (D) Hour-ahead, and Buyer is able to select any combination of hours and hourly rate of delivery.

[ ] (E) Hour-ahead and Buyer’s call on energy must be for continuous hours and at constant rate of delivery each hour. Adjustments to the initial hour-ahead calls are allowed so long as continuous hour and constant rate of delivery criteria continue to be satisfied.

[ ] (F) Day-ahead, except that for any given day, Buyer’s call on energy must be for continuous hours and at a constant rate of delivery each hour, plus for 3 calendar days per month, Hour-ahead call on energy for continuous hours and at constant rate of delivery each hour. Adjustments to the initial hour-ahead calls are allowed so long as continuous hour and constant rate of delivery criteria continue to be satisfied.

6. Energy Price: The price paid for the energy produced (“Energy Price”) must be in the form of a heat rate multiplied by a gas price index. The heat rate can be a single value, as specified below, or, alternatively, can be specified as a heat rate curve. (Seller to provide heat rate curve, with average MMBTu/MWh provided for minimum and maximum output levels and ten distinct operational levels between minimum and maximum.)

_________ MMBtu/MWh (“Heat Rate”) x Platt’s Gas Daily Index. For the purposes of thisConfirmation Agreement, the Platt’s Gas Daily Index” shall mean that price, expressed in $/MMBtu as published by Platt’s Gas Daily (in the internet publication currently accessed through www.platts.com) in the table entitled “Daily price survey” under the heading “Midpoint” for: “PG&E city-gate” for the date of delivery.

A variable charge in $/MWh (“Variable Charge”) can also be added to the product of the Heat Rate multiplied by the gas price index to determine the full price Seller will pay Buyer for energy. The Variable Charge is:

2005: _______ $/MWh2006: _______ $/MWh2007: _______ $/MWh2008: _______ $/MWh

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7. Fixed Payment:

2005: _______ $/KW-yr2006: _______ $/KW-yr2007: _______ $/KW-yr2008: _______ $/KW-yr

All Fixed Payments are allocated monthly per the schedule in Attachment 1. If the term of the Confirmation Agreement includes partial years, all the Fixed Payments above shall reflect the annual cost for such partial year. Evaluation for such partial years shall be determined based on the relative value of the monthly allocation factors applicable to such partial year to the total year.

8. Delivery Point.

8.1 The delivery point shall be NP-15 or within NP-15 as indicated below (“Delivery Point”). As an alternative, Seller can specify a particular substation within the current NP-15 zone. In the future, this may result in different prices if the California Independent System Operator (“CAISO”) or its successor creates alternate zones, nodes or trading hubs per Section 8.2.

Please indicate whether Delivery Point is:[ ] NP-15; or[ ] point of interconnection (specific substation) within the current NP-15

zone and within the CAISO controlled grid: name of substation ____________.

8.2 If the current NP-15 zone (or other zonal delivery point(s)) are replaced with an alternate zone(s), node(s) or trading hub(s), as established by the CAISO or successor organization, then, Buyer and Seller shall seek to agree on a new Delivery Point which maintains the balance of benefits and burdens under this Confirmation Agreement for delivery within the current NP-15 zone.

8.3 If the current NP-15 zone (or other zonal delivery point(s)) is replaced with an alternate zone(s), node(s) or trading hub(s), as established by the CAISO or successor organization, and if Buyer and Seller do not agree on a new, more specifically described Delivery Point at or among such successor zones, nodes or trading hubs, the Delivery Point shall be the new NP-15 trading hub (if any). Alternatively, if the CAISO (or successor organization) replaces the single NP-15 zonal delivery point with multiple nodal delivery points, then, each time such a change is made by the CAISO during the remaining term of the Confirmation Agreement, the Delivery Point for settlement purposes shall be a delivery point that best approximates the

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location and characteristics of the current NP-15 zonal delivery points. This will be specifically the average of all the CAISO load nodal points that are located within the current NP-15 zone, weighted by load, such that each megawatt-hour delivered by the Unit(s) shall be deemed delivered, pro rata, to every such CAISO load nodal point that is located within the current NP-15 zone.

9. Ancillary Services (“A/S”): Seller may offer the following A/S products as defined by the CAISO: spinning reserves (“Spin”) and non-spinning reserves (Non-spin”). All offered A/S must be within the CAISO control area. The combined size of energy and A/S products that can be called by PG&E for any hour is based on the Contract Quantity. The service, size and price (if not already included in the fixed or variable components) for each offered A/S is per the following:

Spin Non-SpinMax Size (MWs) Price ($/kW-yr) Max Size (MWs) Price ($/kW-yr)

20052006200720082009

Note: A/S products offered by Seller shall be consistent with the scheduling flexibility specified in Section 5. Any energy dispatched by the CAISO with respect to the Spin and Non-spin A/S in this Section shall be settled directly between CAISO and Seller. The $/kw-yr price shown above are allocated monthly per the schedule in Attachment 1. If the term of the Confirmation Agreement includes partial years, the A/S payments set forth above in this Section shall reflect the cost for such partial year, and such payments shall be allocated monthly based on the relative value of the partial year’s monthly allocation factors

10. Resource Adequacy Requirements: Seller shall indicate whether it is willing to identify Unit(s) or a specific combination of Units for the purposes of satisfying Resource Adequacy (“RA”) requirements. The California Public Utilities Commission (“CPUC”) or CAISO may, during the term of this Confirmation Agreement, put into place an RA requirement whereby eligibility to count MW toward the RA requirement may be determined by identifying specific Unit(s) or combination of Unit(s) . This RA requirement does not imply that the energy to serve this Confirmation Agreement must physically come from the same Unit(s) or combination of Units that meet the RA requirements. However, the Unit(s) or combination of Units identified here will provide capacity towards meeting the Buyer’s RA requirements. In addition, it is expected that at some future time the CAISO or successor organization will create the right in itself to dispatch the identified Unit(s) or combination of Units. This may also impose a requirement for Seller to bid the identified Unit(s) or combination of Units into the CAISO Day-Ahead markets and, if the bid were not accepted and the identified Unit(s) or

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combination of Units not scheduled, the identified Unit(s) or combination of Units would be subject to residual unit commitment (“RUC”).

[ ] Yes, willing to identify Unit(s) or a specific combination of Units, provide any necessary certification and be bound by any CAISO or successor organization imposed obligations on Seller that may follow: (list units with associated MW’s) ________________________[ ] No, not willing to identify Unit(s) or a specific combination of Units.

If yes, provide the price below for so identifying Unit(s) or a specific combination of Units, providing any necessary certification and agreeing to be identified Unit(s) or combination of Units (“Certification Price”).

Prior to any CAISO dispatch right requirement being in place, the only RA requirement that may precede it is that these identified Unit(s) or combination of Units are uniquely defined for the Buyer (MW’s from identified units not double counted anywhere for RA purposes) within this Confirmation Agreement The Certification Price is payable by the Buyer only if and when the above described RA requirements and/or Seller obligations are created by the CAISO as described above. If it becomes applicable, the Certification Price shall be allocated monthly per the schedule in Attachment 1. If the term of the Confirmation Agreement includes partial years, the Certification Price will be in proportion to the same monthly allocations set forth in Attachment 1.

2005: _______ $/KW-yr2006: _______ $/KW-yr2007: _______ $/KW-yr2008: _______ $/KW-yr

Should the CPUC or CAISO, during the term of this Confirmation Agreement, create an RA requirement utilizing capacity tagging (such as, but not limited to, distinct Installed Capacity (“ICAP”) products), Seller shall provide Buyer with the capacity tags for the term of the Confirmation Agreement, for the MW size specified in Section 3. Seller shall take all actions and execute all documents necessary to affect the use of the capacity tags for the sole benefit of Buyer's RA requirements.

11. Minimum Schedule: When scheduled , the minimum amount that can be called is _____ MW

12. Ramp rate: _____ MW/minute (may be a range of values as set forth in a ramp-rate schedule attached by Seller).

13. Minimum Downtime after each shutdown: ____ hours.

14. Minimum Uptime after each start-up: _____ hours.

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15. Start-ups: The cost per start-up is $ _______. The maximum number of start-ups per year is _____. In the event that Buyer exceeds the number of start-ups, the cost for each additional startup is $_________. A start is defined as moving the schedule of a designated unit from zero load.

16. Allowance for Planned Maintenance: Maximum number of days per calendar year Seller may schedule for maintenance. Maximum Planned Maintenance days:

2005: _______ 2006: _______ 2007: _______ 2008: _______

Seller shall provide the Planned Maintenance schedule for the next following calendar year on or before October 1 of the current calendar year. No Planned Maintenance is permitted in January, June-October or December.

17. Forced Outage Allowance: Seller shall notify Buyer of any Forced Outage within 10 minutes of the Unit being offline, and shall provide an estimate of the expected outage duration within 1 hour thereafter. If the Forced Outage duration is greater than 24 hours, the Seller will update the Buyer daily with any revised estimates regarding the Unit’s(s’) return to service. Subject to the non-performance penalties specified in Section 20, a Forced Outage shall excuse Seller’s obligation to deliver energy and A/S.

18. Substitute Energy: So long as it is not a “Prolonged Outage” as defined in Section 19, Seller may deliver to the Delivery Point energy from an alternative source as defined herein (“Substitute Energy”) if the Seller has notified Buyer that: a) a Unit(s) is unavailable, but Seller will deliver Substitute Energy; or b) Substitute Energy will be provided for all hours scheduled by Buyer for that particular day. In a) or b) above, Forced Outage hours shall not be affected. Such notification and energy substitution must be consistent with Western Electricity Coordinating Council (“WECC”) and CAISO scheduling protocols. If the Unit(s) is unavailable, Seller may only provide Substitute Energy for up to 168 consecutive hours per identified outage and no more than 672 hours per 365-day period.

19. Prolonged Outage: In the event of a “Prolonged Outage,” Buyer shall have no obligation to make any Section 7, 9 and 10 payments during the Prolonged Outage. Seller may not provide Substitute Energy) during a Prolonged Outage.

For the purposes of this Conformation Agreement, a “Prolonged Outage” is defined as any period of more than 30 consecutive days during which the Unit(s) is or will be unavailable, for whatever reason to provide at least 60% of the Maximum Amount as

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specified in Section 3 of the Confirmation Agreement. Seller must notify Buyer if it has information that indicates that a Forced Outage may become a Prolonged Outage.

An Event of Default may result from a Prolonged Outage under the following conditions:

1) A Forced Outage that prevents the unit(s) from delivering at least 60% of the Contract Quantity for a period of 180 consecutive days, and such Forced Outage is not due to a Force Majeure event; or

2) A Forced Outage resulting from an event of Force Majeure that prevents the unit from delivering at least 60% of the Contract Quantity for a period of 365 consecutive days. Further,

a Unit(s) shall no longer be in Prolonged Outage once it has demonstrated its capability to provide more than 60% of the Contract Quantity for 14 consecutive days (“Demonstration Period”), and shall continue until such 14 day threshold is achieved. The days constituting the Demonstration Period shall be included in the 180 or 365 consecutive days discussed above.

20. Non-Performance Penalties: If the Unit(s) is not available for any period during the delivery month because of Forced Outages, all payments specified in Sections 7, 9, and 10 shall be reduced by a percentage equal to 2 times the positive difference between a.)0.98 for the months of June through September or b.) 0.94 for all other months, and the ratio of the delivery month’s total MWh available for production to the delivery month’s maximum amount of MWh. The maximum MWh will take into consideration the Planned Maintenance allowed in Section 16. If the Unit(s) is not available during the delivery month because of Prolonged Outages, all Section 7, 9 and 10 payments shall be suspended for the duration of the Prolonged Outage, as defined in Section 19.

21. Scheduling Requirements: Each of Seller and Buyer shall be its own Scheduling Coordinator (“SC”) or shall designate a third party to be its SC; as such a term is defined in the Master Agreement, with respect to this Transaction. Throughout the term if this Confirmation Agreement, Seller shall designate an SC for deliveries under this Conformation Agreement. All deliveries shall be SC to SC transfers as defined in CAISO tariffs. Scheduling shall be in full compliance with CAISO Tariffs protocols and WECC scheduling practices for day-ahead or hour-ahead energy. Daily calls for energy and/or A/S are exercised by 6:30 am PPT on the industry standard scheduling day for day-ahead energy, and hour-ahead calls, if applicable, for energy and/or A/S are exercised at least 30 minutes before the closure of the CAISO Hour Ahead market for a given hour. Buyer shall have no obligation or liability of any kind with respect to any real-time schedules or any uninstructed deviations. In the real time market, all schedules by Seller shall be solely for the account of Seller, and will be settled by Seller.

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If for any hour where Buyer has pre-scheduled energy and/or A/S in either the daily or the hourly market, and Seller fails to provide the energy and/or A/S as dispatched by Buyer, Seller is liable for any imbalance charges.

22. Electric Transmission: Seller shall arrange and be responsible for transmission service, including risk of transmission outage, to and at the Delivery Point for current or future modified ISO zones or nodes and bear all risks and costs associated with any transmission outages, or curtailment. Seller shall be responsible for all CAISO costs and charges, including imbalance charges due to deviations from power schedules (regardless of the cause thereof) electric transmission losses and congestion. Buyer shall arrange and be responsible for transmission service, including risk of transmission outage, or curtailment, from the Delivery Point and bears all risks and costs associated with any such outages. Buyer shall schedule or arrange for scheduling services with its transmission providers to receive the energy at the Delivery Point. Except for a failure resulting from a Force Majeure, the failure, or curtailment, of electric transmission service shall not excuse performance with respect to the Transaction.

23. Gas Supplies: Seller is responsible for any gas supplies, if any, to support this Transaction.

24. Gas Transportation: Seller is responsible for any gas transmission to the Unit(s), if applicable, and bears all risks and costs associated therewith. The failure of gas or electric transmission service shall not be an excuse from performance hereunder.

25. Billing and Payment: All payments shall be made in accordance with the Master Agreement for payments to be made in arrears.

26. Credit Requirements—check the applicable Master Agreement:

[ ] EEI Master Agreement

Notwithstanding anything to contrary contained in the Master Agreement, during the full term of this Confirmation Agreement the Parties agree that an Independent Amount shall apply to Seller. The Independent Amount shall be equal to $ ___ multiplied by the number of MW set forth in Section 3.

The Parties also agree that during the full term of this Confirmation Agreement Gains and Losses shall equal the difference between the initial monthly intrinsic value (“Initial MIV”) and the current monthly intrinsic value (“Current MIV”) as set forth in Attachment 2. Initial MIVs and Current MIVs shall represent full calendar months only, and shall never represent a mixing of two partial calendar months. Following execution of the Confirmation Agreement, the Initial MIVs shall be calculated for each individual calendar month of the term of the Confirmation Agreement and the resulting Initial MIVs shall remain fixed throughout the term of

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the Confirmation Agreement. The Current MIV shall be calculated weekly throughout the term of the Confirmation Agreement.

[ ] WSPP Master Agreement:

Notwithstanding anything to the contrary in the Master Agreement, the Parties agree that the following shall apply for the full term of this Confirmation Agreement:

The “Collateral Requirement” is the amount calculated which is equal to (x) less (y), but no less than zero, where:

(x) is

the Termination Payment, if any, that would be owed to the Beneficiary Party (where “Beneficiary Party” means the Party entitled to receive, or that has received and is the beneficiary of, Performance Assurance provided by, or on behalf of, the Posting Party) if the Posting Party (where “Posting Party” means the Party required to post, or that has posted, Performance Assurance to, or for the benefit of, the Beneficiary Party) were the Defaulting Party under Section 22.1 of the WSPP Agreement. The Parties also agree that during the full term of this Confirmation Agreement Gains and Losses shall equal the difference between the initial monthly intrinsic value (“Initial MIV”) and the current monthly intrinsic value (“Current MIV”) as set forth in Attachment 2. Initial MIVs and Current MIVs shall represent full calendar months only, and shall never represent a mixing of two partial calendar months. Following execution of the Confirmation Agreement, the Initial MIVs shall be calculated for each individual calendar month of the term of the Confirmation Agreement and the resulting Initial MIVs shall remain fixed throughout the term of the Confirmation Agreement. The Current MIV shall be calculated weekly throughout the term of the Confirmation Agreement.plus

the damages, if any, solely under Section 21.3 of the WSPP Agreement that would be owed to the Beneficiary Party if the Posting Party were the Non-Performing Party, plus

any further and additional amounts due for rendered performance by the Beneficiary Party to the Posting Party under any WSPP Agreement transactions, whether or not invoiced or due, plus

when the Beneficiary Party is the Buyer and the Posting Party is the Seller (the Independent Amount shall not be used in the Collateral Requirement calculation as it applies to Buyer as the Posting Party), an independent amount equal to $ ___ multiplied by the number of MW set forth in Section 3 (“Independent Amount”).

(y) is

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the amount of Performance Assurance previously provided by or otherwise credited to the Posting Party for the benefit of the Beneficiary Party and not released as of the time the Beneficiary Party made the demand plus

the Collateral Threshold applicable to the Posting Party.

27. Credit Alternatives: [If applicable, insert terms as negotiated by the Parties.]

28. Remedy for Default: Per Master Agreement with the addition that if the Parties cannot agree on a Termination Amount, the Termination Amount will be determined pursuant to Section 29.

29. Arbitration: Dispute resolution shall be in accordance with Master Agreement and Attachment 3 to this Confirmation Agreement.

30. Access to Financial Information: The Parties agree that Generally Accepted Accounting Principles and Security and Exchange Commission rules require PG&E to evaluate if PG&E must consolidate Seller’s financial information. PG&E will require access to Seller’s financial records and personnel to determine if consolidated financial reporting is required. If PG&E determines that consolidation is required, PG&E shall require the following of Seller during every calendar quarter for the term of the Transaction:

(a) Complete financial statements and notes to financial statements;(b) Financial schedules underlying the financial statements, all within 15 days of

the end of each quarter; and(c) Access to records and personnel, so that PG&E and PG&E’s independent

auditor can evaluate the Seller’s internal control over financial reporting (in accordance with Section 404 of the Sarbanes-Oxley Act of 2002).

Any information provided to PG&E pursuant to this Section 30 shall be considered confidential in accordance with the terms of this Confirmation Agreement, and shall only be disclosed on an aggregate basis with other similar entities for which PG&E has power-purchase contracts. The information will only be used for financial statement purposes and shall not be otherwise shared with internal or external parties.

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PACIFIC GAS AND ELECTRIC COMPANY

By:___________________________________________Name:_________________________________________Title:__________________________________________Date:__________________________________________

SELLERBy:___________________________________________Name:_________________________________________Title:__________________________________________Date:__________________________________________

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Attachment 1 – Fixed Payment Allocations by Month

January 8%February 5%March 4%April 4%May 4%June 8%July 14%August 15%September 11%October 9%November 9%December 9%

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Attachment 2—Valuation Formulas for Credit Requirements

Formula Definitions:

t0 – date Confirmation Agreement is executedt - ongoing Transaction datePpeak(i, t) - price of monthly forward WECC defined peak power for month i as observed at the moment of time tPoff-peak(i, t) - price of monthly forward WECC defined off-peak power for month i as observed at the moment of time tPgas(i, t) - price of monthly forward gas for month i as observed at the moment of time iVOM, - Variable O&M Charge for year of current month set forth in Section 6 for month iHR – the Heat Rate set forth in Section 6 of the Confirmation Agreement HourlyVolume – Maximum MW size set forth in Section 3 of the Confirmation AgreementNumberofPeakHours(i) - number of WECC defined peak hours in month iNumberofOff-PeakHours(i) - number of WECC defined off-peak hours in month I

Gains and Losses Calculation:

Gains or Losses = Sum Over Remaining Months[Gains or Losses(i)]

Gains or Losses(i) = MIV(i,t0) – MIV(i,t)

Initial MIV calculation formula:

MIV(i,t0) = [NumberOfPeakHours(i) * max[(Ppeak(i,t0) - HR*Pgas(i,t0) - VOM,), 0] * HourlyVolume] + [NumberOfOff-PeakHours(i) * max[(Poff-peak(i,t0) - HR * Pgas(i,t0) - VOM,), 0] *HourlyVolume]

Current MIV calculation formula:

MIV(i,t) = [NumberOfPeakHours(i) * max[(Ppeak(i,t) - HR*Pgas(i,t) - VOM(i)), 0] * HourlyVolume] + [NumberOfOff-PeakHours(i) * max[(Poff-peak(i,t) - HR * Pgas(i,t) - VOM(i)), 0] *HourlyVolume]

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Attachment 3 – Dispute Resolution

Dispute resolution shall be in accordance with Master Agreement, except that, to the extent that the dispute concerns the calculation of the Termination Amount (but not whether there has been an Event of Default giving rise to the right to require the payment of such Termination Amount) and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute, pursuant to the Master Agreement, either Party may refer the matter to arbitration.

At the request of a Party, the arbitrator shall have the discretion to order depositions of witnesses to the extent the arbitrator deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three per Party and shall be held within 30 days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of six hours duration. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary and confidential information. The arbitrator shall also have discretion to order the Parties to exchange relevant documents. The arbitrator shall also have discretion to order the Parties to answer interrogatories, upon good cause shown. Each of the Parties shall submit to the arbitrator, in accordance with a schedule set by the arbitrator, offers in the form of the award it considers the arbitrator should make. If the arbitrator requires the Parties to submit more than one such offer, the arbitrator shall designate a deadline by which time the Parties shall submit their last and best offer. In such proceedings the arbitrator shall be limited to awarding only one of the two "last and best" offers submitted, and shall not determine an alternative or compromise remedy. The arbitrator shall have no authority to award punitive or exemplary damages or any other damages other than direct and actual damages pursuant to the Master Agreement.  The arbitrator’s award shall be made within nine months of the filing of the notice of intention to arbitrate (demand) and the arbitrator shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of the Parties or by the arbitrator, if necessary. The California Superior Court of the City and County of San Francisco may enter judgment upon any award rendered by the arbitrator.  The Parties are aware of the decision in Advanced Micro Devices, Inc. v. Intel Corp., 9 Cal. 4th 362 (1994), and, except as modified by this Agreement, intend to limit the power of the arbitrator to that of a Superior Court judge enforcing California law.  The prevailing Party in this dispute resolution process is entitled to recover its costs and reasonable attorneys’ fees. Except as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties.

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